Basisstatistiken
| CIK | 1805526 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to DeFi Development Corp.
SEC Filings (Chronological Order)
Auf dieser Seite finden Sie eine vollständige, chronologische Liste der SEC-Einreichungen, mit Ausnahme der Eigentumseinreichungen, die wir an anderer Stelle bereitstellen.
| June 1, 2026 |
Up to $200,000,000 SHARES OF COMMON STOCK, PAR VALUE $0.00001 PER SHARE Filed Pursuant to Rule 424(b)(5) Registration No.333-295142 SUPPLEMENT NO.1 DATED JUNE 1, 2026 TO PROSPECTUS SUPPLEMENT DATED MAY 1, 2026 (to Prospectus dated April 27, 2026) Up to $200,000,000 SHARES OF COMMON STOCK, PAR VALUE $0.00001 PER SHARE On May 1, 2026, we entered into a Sales Agreement (the “Sales Agreement”), with R.F. Lafferty & Co., Inc., (“R.F. Lafferty”) under which we may offer and |
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| May 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement DeFi Development Corp. (Name of Registrant As Sp |
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| May 19, 2026 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.5 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”), dated for reference purposes as of January 1, 2026 (the “Effective Date”) is made and entered into by and between DeFi Development Corp., formerly Janover Inc. (the “Company”), and Bruce Rosenbloom (the “Employee” and together with the Company, the “Parties” and individually a “ |
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| May 19, 2026 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”), dated for reference purposes as of January 1, 2026 (the “Effective Date”), is made and entered into by and between DeFi Development Corp., formerly Janover Inc., a Delaware corporation (the “Company”), and Fei Han (aka John Han) (the “Executive” and together with the Company, th |
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| May 19, 2026 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”), dated for reference purposes as of January 1, 2026 (the “Effective Date”), is made and entered into by and between DeFi Development Corp., a Delaware corporation (“Company”), and Daniel Kang (the “Executive” and together with the Company, the “Parties” and each individually a “P |
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| May 19, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to COMMISSION FILE NUMBER 00 |
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| May 19, 2026 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”), dated for reference purposes as of January 1, 2026 (the “Effective Date”), is made and entered into by and between DeFi Development Corp., formerly Janover Inc., a Delaware corporation (the “Company”), and Joseph Onorati (the “Executive” and together with the Company, the “Parti |
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| May 19, 2026 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the “Agreement”), dated for reference purposes as of January 1, 2026 (the “Effective Date”), is made and entered into by and between DeFi Development Corp., formerly Janover Inc., a Delaware corporation (the “Company”), and Parker White (the “Executive” and together with the Company, the “Parties |
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| May 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-41748 CUSIP Number: 47100L301 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2026 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| May 13, 2026 |
dfdvq12026shareholderlet Q1 2026 SHAREHOLDER LETTER DEFI DEVELOPMENT CORP BUILT TO STACK SOLANA 1/16 NASDAQ: DFDV MAY 13, 2026 Q1 · 2026 Shareholder Letter Q1 2026 SHAREHOLDER LETTER DEFI DEVELOPMENT CORP BUILT TO STACK SOLANA 2/16 CONTENTS Inside this letter This earnings letter is different from prior letters. |
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| May 13, 2026 |
Exhibit 99.1 May 13, 2026 DeFi Development Corp. Reports Q1 2026 Results, Repurchases $4.4M of Convertibles at 41% Discount BOCA RATON, FL — May 13, 2026 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company” or “DeFi Dev Corp.”), the first US public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today released its Q1 2026 Shareholder Letter and Business Update. |
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| May 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2026 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fil |
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| May 1, 2026 |
DEFI DEVELOPMENT CORP. Shares of Common Stock (par value $0.00001 per share) Sales Agreement Exhibit 1.1 DEFI DEVELOPMENT CORP. Shares of Common Stock (par value $0.00001 per share) Sales Agreement May 1, 2026 R.F. Lafferty & Co., Inc. 40 Wall Street, Suite 3602 New York, NY 10005 Ladies and Gentlemen: DeFi Development Corp., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with R.F. Lafferty & Co., Inc. (“Lafferty” or the “Agent”), as follows: 1. Issuance |
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| May 1, 2026 |
Up to $200,000,000 SHARES OF COMMON STOCK, PAR VALUE $0.00001 PER SHARE Filed Pursuant to Rule 424(b)(5) Registration No.333-295142 PROSPECTUS SUPPLEMENT (to prospectus dated April 27, 2026) Up to $200,000,000 SHARES OF COMMON STOCK, PAR VALUE $0.00001 PER SHARE On May 1, 2026, we entered into a Sales Agreement (the “Sales Agreement”), with R.F. Lafferty & Co., Inc., (“R.F. Lafferty”) under which we may offer and sell from time to time shares of our common stock, par |
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| May 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2026 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File |
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| April 23, 2026 |
DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, FL 33487 DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, FL 33487 April 23, 2026 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: DeFi Development Corp. Registration Statement on Form S-3 Filed April 17, 2026 File No. 333-295142 To whom it may concern: Pursuant to Rule 461 under the Securities Act of 1933, as |
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| April 22, 2026 |
April 22, 2026 Joseph Onorati Chief Executive Officer and Chairman DeFi Development Corp. |
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| April 17, 2026 |
Exhibit 4.8 DEFI DEVELOPMENT CORP. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) Inappl |
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| April 17, 2026 |
As filed with the Securities and Exchange Commission on April 17, 2026. As filed with the Securities and Exchange Commission on April 17, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DeFi Development Corp (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 83-2676794 (I.R.S. E |
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| April 17, 2026 |
Calculation of Filing Fee Tables S-3 DeFi Development Corp. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Init |
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| April 17, 2026 |
DEFI DEVELOPMENT CORP. Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE1 Exhibit 4.9 DEFI DEVELOPMENT CORP. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) |
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| April 6, 2026 |
Exhibit 10.1 SEPARATION AGREEMENT THIS SEPARATION AGREEMENT (hereinafter, the “Agreement”) is made and entered by and between DEFI DEVELOPMENT CORP. (formerly JANOVER, INC.), a Delaware corporation, on behalf of itself, its subsidiaries and affiliates (collectively, the “Company”), on the one hand, and BLAKE JANOVER, on behalf of himself and his heirs, executors, administrators, representatives, a |
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| April 6, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2026 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fi |
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| April 6, 2026 |
Exhibit 99.1 April 6, 2026 DeFi Development Corp. Appoints Former Walmart Executive and VIZIO CFO Adam Townsend to Board of Directors BOCA RATON, FL — April 6, 2026 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company” or “DeFi Dev Corp.”), the first US public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced the appointment of Adam Townsend to its |
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| April 6, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2026 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission F |
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| March 30, 2026 |
DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Exhibit 4.6 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following summary describes the material terms of the securities of DeFi Development Corp. (the “Company”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This summary does not purport to be complete and is qualified in its |
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| March 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2026 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission F |
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| March 30, 2026 |
fy2025shareholderletter FY 2025 Shareholder Letter DeFi Development Corp. is just a week away from the one-year anniversary of initiating its Solana treasury strategy. A year feels like a long time in crypto, and yet in the context of what our team is building, we’re still in our opening chapter. That may sound strange coming from a company that just completed a year in which we delivered over 600 |
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| March 30, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-417 |
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| March 30, 2026 |
Exhibit 19.1 DEFI DEVELOPMENT CORP. Amended and Restated Insider Trading Policy Adopted and Effective as of December 30, 2025 This Amended and Restated Insider Trading Policy amends, restates and replaces the Company’s previous policy. THIS memorandum sets forth the policy of DeFi Development Corp. and its subsidiaries (collectively, the “Company”) regarding trading in the Company’s securities as |
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| March 30, 2026 |
SUBSIDIARIES OF THE REGISTRANT DEFI DEVELOPMENT CORP.* Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT DEFI DEVELOPMENT CORP.* Subsidiaries Wholly-Owned by Defi Development Corp. (“Company”) Entity Name Jurisdiction of Incorporation Groundbreaker Tech Inc. Delaware, United States of America Janover Insurance Group Inc. Delaware. United States of America Janover Tech, Inc. Nevada, United States of America *Pursuant to Item 601(b)(21)(ii) of Regulation S-K, |
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| March 30, 2026 |
DEFI DEVELOPMENT CORP. CLAWBACK POLICY Exhibit 97.1 DEFI DEVELOPMENT CORP. CLAWBACK POLICY Introduction The Board of Directors (“Board”) of Defi Development Corp. (formerly Janover Inc.) (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material non |
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| March 30, 2026 |
Exhibit 10.20 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of September 19, 2025 (this “Agreement”), is made and entered into by and between DeFi Development Corp., a Delaware corporation (“Company”), and Daniel Kang (the “Executive” and together with the Company, the “Parties” and each individually a “Party”). Capitalized terms used herein and not otherwise defined shall have the mean |
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| March 30, 2026 |
CODE OF ETHICS AND BUSINESS CONDUCT DEFI DEVELOPMENT CORP. (“JANOVER INC.”) Adopted by the Board of Directors on October 5, 2022 I.Covered Persons and Purpose This Code Of Ethics And Business Conduct (this “Code”) for DeFi Development Corp. (“Janover Inc.,”) a Delaware Corporation (the “Company”), applies to the Company’s directors, officers, controllers, consultants and employees (collectively, t |
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| March 30, 2026 |
Exhibit 99.1 March 30, 2026 DeFi Development Corp. Reports +442% Revenue Growth For FY 2025 BOCA RATON, FL — March 30, 2026 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company” or “DeFi Dev Corp.”), the first US public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today released its FY 2025 Shareholder Letter and Business Update, announcing 442% revenue growth |
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| February 19, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 17, 2026 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commissio |
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| February 17, 2026 |
DeFi Development Corp. Provides SPS Guidance Update Exhibit 99.1 DeFi Development Corp. Provides SPS Guidance Update BOCA RATON, FL — February 17, 2026 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”), the first US public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today provided an update to its SOL per Share (“SPS”) guidance. The Company’s SPS guidance for June 2026 is now 0.085, compared to prior guid |
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| February 17, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 17, 2026 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commissio |
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| January 29, 2026 |
As filed with the Securities and Exchange Commission on January 29, 2026 As filed with the Securities and Exchange Commission on January 29, 2026 Registration No. |
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| January 29, 2026 |
DeFi Development Corp. Appoints Hadley Stern to Board of Directors Exhibit 99.1 DeFi Development Corp. Appoints Hadley Stern to Board of Directors BOCA RATON, FL — January 29, 2026 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”), the first public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced the appointment of Hadley Stern to its Board of Directors. Mr. Stern brings more than a decade of leadership exper |
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| January 29, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 27, 2026 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission |
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| January 29, 2026 |
CALCULATION OF FILING FEE TABLES DeFi Development Corp. Table 1: Newly Registered Securities Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 DeFi Development Corp. Table 1: Newly Registered Securities Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0.00001 per share, reserved for issuance under the Registrant's 20 |
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| January 5, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 05, 2026 DEFI DEVELOPMENT CORP (Exact name of Registrant as Specified in Its Charter) Delaware 001-41748 83-2676794 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 5, 2026 |
EXHIBIT 99.1 January 5, 2026 DeFi Development Corp. Provides Preliminary Q4 2025 Business Update BOCA RATON, FL — January 5, 2026 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”), the first US public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today provided a preliminary business update highlighting key treasury and capital allocation activity during t |
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| December 23, 2025 |
Exhibit 10.1 DEFI DEVELOPMENT CORP. (formerly JANOVER INC.) 2023 EQUITY INCENTIVE PLAN (as amended and restated as of December 18, 2025) 1. Purposes of the Plan. The purposes of this Plan are: ● to attract and retain the best available personnel for positions of substantial responsibility, ● to provide additional incentive to Employees, Directors and Consultants, and ● to promote the success of th |
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| December 23, 2025 |
DEFI DEVELOPMENT CORP. 2025 EMPLOYEE STOCK PURCHASE PLAN SECTION 1. PURPOSE Exhibit 10.2 DEFI DEVELOPMENT CORP. 2025 EMPLOYEE STOCK PURCHASE PLAN SECTION 1. PURPOSE The purposes of the Plan (a) are to provide Employees of the Company and its Designated Companies with an opportunity to purchase Shares of the Company and (b) to encourage such Employees to remain in the employ of the Company and its Designated Companies. The Plan consists of two components: (i) a Code Sectio |
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| December 23, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DEFI DEVELOPMENT CORP. DeFi Development Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Amended Cer |
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| December 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2025 DeFi Development Corp. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commissio |
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| December 18, 2025 |
As filed with the Securities and Exchange Commission on December 18, 2025 As filed with the Securities and Exchange Commission on December 18, 2025 Registration No. |
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| December 18, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 DeFi Development Corp. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity % Variable Rat |
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| December 16, 2025 |
DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, FL 33487 DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, FL 33487 December 16, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street N.E. Washington, D.C. 20549 Re: DeFi Development Corp. Application for Withdrawal of Registration Statement on Form S-1 File No. 333-290297 Dear Ladies and Gentlemen: DeFi Development Corp., a Delaware co |
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| November 26, 2025 |
Exhibit 4.1 WARRANT AGREEMENT Dated as of OCTOBER [27], 2025 between DEFI DEVELOPMENT CORP. and COLONIAL STOCK TRANSFER COMPANY, INC. as Warrant Agent Warrants for Shares of Common Stock of DEFI DEVELOPMENT CORP. TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.01 Definitions. 1 Section 1.02 Other Definitions. 6 Section 1.03 Rules of Construction 6 Article II FORM OF WARRANT; BENEFICIAL IN |
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| November 26, 2025 |
As filed with the Securities and Exchange Commission on November 26, 2025 As filed with the Securities and Exchange Commission on November 26, 2025 Registration No. |
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| November 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to COMMISSION FILE NUMBER 001-41748 DeFi D |
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| November 18, 2025 |
DeFi Development Corp. Up to 3,898,856 Shares of Common Stock Filing Pursuant to Rule 424(b)(3) Registration No. 333-291128 PROSPECTUS DeFi Development Corp. Up to 3,898,856 Shares of Common Stock This prospectus relates to the issuance and sale of up to 3,898,856 shares of Common Stock, par value $0.00001 per share (the “Common Stock”), by DeFi Development Corp., a Delaware corporation (“Company,” “we,” “our,” or “us”), upon the exercise of warrants issued |
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| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-41748 CUSIP Number: 47100L301 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| November 13, 2025 |
Exhibit 99.1 November 12, 2025 DeFi Development Corp. Reports Strong Third Quarter 2025 Earnings BOCA RATON, FL — November 12, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company” or “DeFi Dev Corp.”), the first US public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today released its 3Q 2025 Shareholder Letter and Business Update. To read the full updat |
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| November 13, 2025 |
Adjusted Net Income and EPS Reconciliation Exhibit 99.3 Fellow shareholders, Optimizing Solana’s native yield is one of our key strengths, and this quarter proved it. In Q3 we delivered an average organic yield (AOY) of 11.4%1, exceeding our 10% guidance level, and higher than the yield offered by Coinbase (4.2%)2, or BSOL ETF (7.0%)3, and higher than any other digital asset treasury company (“DAT”). Our net income for the quarter was appr |
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| November 13, 2025 |
Adjusted Net Income (Loss) and Adjusted Earnings per Share (“EPS”) Exhibit 99.2 Exhibit 99.2 - Explanation of Non-GAAP Financial Measures This Exhibit 99.2 to the accompanying Current Report on Form 8-K of DeFi Development Corp. (“we,” “us,” or “our”) provides a discussion of the reasons we believe that the inclusion of certain non-GAAP financial measures, as presented in the earnings press release furnished as Exhibit 99.1 to this Form 8-K, offers useful supplem |
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| November 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commissio |
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| November 13, 2025 |
Exhibit 99.4 DeFi Development Corp. Stockholder FAQ – Warrant Dividend Distribution Updated November 12, 2025 What is a warrant? A warrant is an option to buy shares of common shares issued directly by a company. It gives the holder the right, but not the obligation, to purchase a share of common stock at a specified “exercise price”, on or before the warrant’s “expiration date.” What is a warrant |
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| November 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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| November 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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| November 5, 2025 |
The Nasdaq Stock Market LLC, 1100 New York Ave. NW, Suite 310E, Washington, DC 20005 Eun Ah Choi Senior Vice President Global Head of Regulatory Operations November 5, 2025 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on October 24, 2025, The Nasdaq Stock Market (the "Excha |
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| November 3, 2025 |
DeFi Development Corp. Up to 9,953,543 Shares of Common Stock Offered by Selling Stockholders Filing Pursuant to Rule 424(b)(3) Registration No. 333-290133 PROSPECTUS DeFi Development Corp. Up to 9,953,543 Shares of Common Stock Offered by Selling Stockholders This prospectus covers the offer and potential resale by certain selling stockholders (“Selling Stockholders”) identified herein of (i) 4,171,907 shares of our common stock, par value $0.00001 per share (“Common Stock”) and (ii) 5,78 |
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| October 28, 2025 |
Exhibit 4.11 WARRANT AGREEMENT Dated as of OCTOBER 27, 2025 between DEFI DEVELOPMENT CORP. and COLONIAL STOCK TRANSFER COMPANY, INC. as Warrant Agent Warrants for Shares of Common Stock of DEFI DEVELOPMENT CORP. TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.01 Definitions. 1 Section 1.02 Other Definitions. 6 Section 1.03 Rules of Construction 6 Article II FORM OF WARRANT; BENEFICIAL INT |
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| October 28, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 DeFi Development Corp. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, |
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| October 28, 2025 |
As filed with the Securities and Exchange Commission on October 28, 2025 As filed with the Securities and Exchange Commission on October 28, 2025 Registration No. |
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| October 24, 2025 |
Exhibit 4.1 WARRANT AGREEMENT Dated as of OCTOBER [27], 2025 between DEFI DEVELOPMENT CORP. and COLONIAL STOCK TRANSFER COMPANY, INC. as Warrant Agent Warrants for Shares of Common Stock of DEFI DEVELOPMENT CORP. TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.01 Definitions. 1 Section 1.02 Other Definitions. 6 Section 1.03 Rules of Construction 6 Article II FORM OF WARRANT; BENEFICIAL IN |
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| October 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 DeFi Development Corp. (Exact name of registrant as specified in its charter) Delaware 83-2676794 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 6401 Congress Aven |
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| October 22, 2025 |
Exhibit 99.1 DeFi Development Corp. Stockholder FAQ – Warrant Dividend Distribution What is a warrant? A warrant is an option to buy shares of common shares issued directly by a company. It gives the holder the right, but not the obligation, to purchase a share of common stock at a specified “exercise price”, on or before the warrant’s “expiration date.” What is a warrant dividend? A warrant divid |
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| October 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 21, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission |
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| October 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under § 240. |
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| October 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission |
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| October 16, 2025 |
DeFi Development Corp. Acquires 86,307 SOL Exhibit 99.1 DeFi Development Corp. Acquires 86,307 SOL BOCA RATON, FL — October 16, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”), the first public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced the acquisition of 86,307 SOL at an average price of $110.91 per SOL. This purchase represents a 4.7% increase, bringing DeFi Dev Corp.’s |
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| October 14, 2025 |
DEFI DEVELOPMENT CORP. SHARES OF SERIES C PERPETUAL PREFERRED STOCK Exhibit 1.1 DEFI DEVELOPMENT CORP. SHARES OF SERIES C PERPETUAL PREFERRED STOCK The Benchmark Company, LLC 150 E 58th Street, 17th floor New York, NY 10155 As Representative of the Underwriters named on Schedule A hereto. Ladies and Gentlemen: DeFi Development Corp, a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwri |
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| October 14, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 DeFi Development Corp. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity 10.00% Series |
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| October 14, 2025 |
As filed with the Securities and Exchange Commission on October 14, 2025 As filed with the Securities and Exchange Commission on October 14, 2025 Registration No. |
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| October 14, 2025 |
As filed with the Securities and Exchange Commission on October 14, 2025 As filed with the Securities and Exchange Commission on October 14, 2025 Registration No. |
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| October 14, 2025 |
Exhibit 3.7 DeFi Development Corp. Certificate of Designations 10.00% Series C Cumulative Perpetual Preferred Stock [], 2025 The undersigned hereby certifies that: On [], 2025, the Pricing Committee of the Board of Directors of DeFi Development Corp., a Delaware corporation (the “Corporation”), pursuant to authority granted to it by the Board of Directors of the Company, adopted the following reso |
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| October 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 8, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission |
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| October 8, 2025 |
DeFi Development Corp. Stockholder FAQ – Warrant Dividend Distribution Exhibit 99.2 DeFi Development Corp. Stockholder FAQ – Warrant Dividend Distribution What is a warrant? A warrant is an option to buy shares of common shares issued directly by a company. It gives the holder the right, but not the obligation, to purchase a share of common stock at a specified “exercise price”, on or before the warrant’s “expiration date.” What is a warrant dividend? A warrant divid |
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| October 8, 2025 |
DeFi Development Corp. Announces Dividend of Warrant to Stockholders Exhibit 99.1 October 8, 2025 DeFi Development Corp. Announces Dividend of Warrant to Stockholders BOCA RATON, FL — October 8, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”), today announced a special dividend to be distributed in the form of warrants to holders of the Company’s common stock as of October 23, 2025 (the “Record Date”). Each registered stockholder as of the Record Date |
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| September 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 17, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commissi |
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| September 18, 2025 |
DeFi Development Corp. Acquires $15M of SOL Exhibit 99.1 DeFi Development Corp. Acquires $15M of SOL BOCA RATON, FL — September 17, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”) the first public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced the acquisition of 62,745 SOL. This purchase brings the Company’s total holdings to 2,095,748 SOL, valued at approximately $499 million. |
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| September 16, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 DeFi Development Corp. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity % Series C Cum |
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| September 16, 2025 |
As filed with the Securities and Exchange Commission on September 16, 2025 As filed with the Securities and Exchange Commission on September 16, 2025 Registration No. |
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| September 9, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 DeFi Development Corp. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, |
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| September 9, 2025 |
As filed with the Securities and Exchange Commission on September 9, 2025 As filed with the Securities and Exchange Commission on September 9, 2025 Registration No. |
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| September 8, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 DeFi Development Corp. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, |
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| September 8, 2025 |
X0708 D LIVE 0001805526 DeFi Development Corp. 6401 CONGRESS AVE STE 250 BOCA RATON FL FLORIDA 33487 5615594111 DELAWARE Janover Inc. Janover Ventures LLC Corporation true 2021 Joseph Onorati c/o Defi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton FL FLORIDA 33487 Executive Officer Parker White c/o Defi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton FL FLORIDA 33487 Exe |
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| September 8, 2025 |
As filed with the Securities and Exchange Commission on September 8, 2025 As filed with the Securities and Exchange Commission on September 8, 2025 Registration No. |
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| September 5, 2025 |
DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, Florida 33487 IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF OUR INFORMATION STATEMENT To our Stockholders: NOTICE IS HEREBY GIVEN that on August 28, 2025 (the “Record Date”), the holders of approximately 84.31% of the outstanding voting power (the “Majority Stockholders”) of DeFi Development Corp., a Delaware corporation |
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| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement DeFi Development Corp. (Name of Registrant As Sp |
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| September 2, 2025 |
As filed with the Securities and Exchange Commission on August 29, 2025 As filed with the Securities and Exchange Commission on August 29, 2025 Registration No. |
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| September 2, 2025 |
Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 DeFi Development Corp. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, |
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| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2025 DEFI DEVELOPMENT CORP (Exact name of Registrant as Specified in Its Charter) Delaware 001-41748 83-2676794 (State or Other Jurisdiction of Incorporation) (Commission F |
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| August 28, 2025 |
DeFi Dev Corp. Purchases $77M SOL Following Recent Equity Raise Exhibit 99.1 August 28, 2025 DeFi Dev Corp. Purchases $77M SOL Following Recent Equity Raise BOCA RATON, FL — August 28, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”) the first public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced the acquisition of 407,247 SOL at an average price of $188.98 per token. The acquisition was funded fro |
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| August 26, 2025 |
Exhibit 4.1 [FORM OF PRE-FUNDED WARRANT] NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE |
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| August 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement DeFi Development Corp. (Name of Registrant As Sp |
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| August 26, 2025 |
DeFi Development Corp. Announces $125 Million Equity Raise to Accelerate Solana Treasury Growth Exhibit 99.1 DeFi Development Corp. Announces $125 Million Equity Raise to Accelerate Solana Treasury Growth BOCA RATON, FL, Aug. 25, 2025 (GLOBE NEWSWIRE) - DeFi Development Corp. (Nasdaq: DFDV) (the “Company”), the first US public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced that it has entered into definitive agreements for a $125 million equ |
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| August 26, 2025 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 24th day of August, 2025, by and among DeFi Development Corp., a Delaware corporation (the “Issuer”), and the undersigned (“Subscriber” or “you”). WHEREAS, Subscriber desires to subscribe for and purchase from the Issuer that (i) number of shares of the Issuer’s common stock, par va |
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| August 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2025 DEFI DEVELOPMENT CORP (Exact name of Registrant as Specified in Its Charter) Delaware 001-41748 83-2676794 (State or Other Jurisdiction of Incorporation) (Commission F |
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| August 26, 2025 |
Exhibit 10.2 PLACEMENT AGENCY AGREEMENT August 24, 2025 Cantor Fitzgerald & Co 110 East 59th Street New York, NY 10022 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), DeFi Development Corp., a Delaware corporation, including its present and future subsidiaries and affiliates (the “Company”), hereby agrees to sell up to an aggregate of $124,999,943 |
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| August 14, 2025 |
DeFi Development Corp Restricted Stock Unit Agreement. Exhibit 10.2 DEFI DEVELOPMENT CORP (formerly JANOVER INC.) 2023 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the DeFi Development Corp (formerly Janover Inc.) 2023 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notic |
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| August 14, 2025 |
DeFi Development Corp (formerly Janover Inc.) 2023 Equity Incentive Plan. Exhibit 10.1 DEFI DEVELOPMENT CORP. (formerly JANOVER INC.) 2023 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: • to attract and retain the best available personnel for positions of substantial responsibility, • to provide additional incentive to Employees, Directors and Consultants, and • to promote the success of the Company’s business. The Plan permits the grant o |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to COMMISSION FILE NUMBER 001-41748 DeFi DEVELO |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission |
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| August 12, 2025 |
DeFi Development Corp. Announces Second Quarter 2025 Earnings Exhibit 99.1 DeFi Development Corp. Announces Second Quarter 2025 Earnings BOCA RATON, FL — August 12, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company” or “DeFi Dev Corp.”), the first US public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today released its 2Q 2025 Shareholder Letter and Business Update. To read the full update, please visit: https:/ |
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| August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission F |
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| August 4, 2025 |
DeFi Dev Corp. Purchases $18M SOL, Grows Treasury to 1.29M SOL Exhibit 99.1 DeFi Dev Corp. Purchases $18M SOL, Grows Treasury to 1.29M SOL BOCA RATON, FL — August 4, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”) the first public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced it now holds approximately 1,293,562 SOL and SOL equivalents on its balance sheet, inclusive of rewards generated through |
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| July 31, 2025 |
Exhibit 10.1 MASTER LOAN AGREEMENT This Master Loan Agreement (the “Agreement”) is dated as of July 25, 2025 by and between BitGo Hong Kong Limited (“BitGo,” “BitGo Hong Kong Limited,” or “Lender”), a limited liability company organized and existing under the laws of Hong Kong, and DeFi Development Corp (“Borrower”) (each, a “Party” and together, the “Parties”). WHEREAS, subject to the terms and c |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 25, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fi |
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| July 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fi |
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| July 29, 2025 |
DeFi Dev Corp. Grows Treasury to 1.18M SOL, Raises $20M from Equity Line of Credit Exhibit 99.1 July 29, 2025 DeFi Dev Corp. Grows Treasury to 1.18M SOL, Raises $20M from Equity Line of Credit BOCA RATON, FL — July 29, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”) the first public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced it now holds approximately 1,182,685 SOL and SOL equivalents on its balance sheet, inclu |
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| July 22, 2025 |
DeFi Dev Corp. Grows SOL Treasury to 999,999, Raises $19 Million from Equity Line of Credit Exhibit 99.1 July 21, 2025 DeFi Dev Corp. Grows SOL Treasury to 999,999, Raises $19 Million from Equity Line of Credit CORRECTED: The originally reported SOL purchase amount was overstated by 1,000 SOL, and organic growth was understated by 1,000 SOL. These figures have been updated below to reflect the correct totals. No changes to our total SOL holdings or SPS. BOCA RATON, FL — July 21, 2025 — D |
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| July 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorpora |
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| July 21, 2025 |
DeFi Dev Corp. Grows SOL Treasury to 999,999, Raises $19 Million from Equity Line of Credit Exhibit 99.1 DeFi Dev Corp. Grows SOL Treasury to 999,999, Raises $19 Million from Equity Line of Credit BOCA RATON, FL — July 21, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”) the first public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced it now holds 999,999 SOL and SOL equivalents on its balance sheet. This milestone follows the |
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| July 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fi |
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| July 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 17, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fi |
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| July 17, 2025 |
Exhibit 99.1 DeFi Dev Corp. Announces Global Expansion Through Strategic Treasury Franchising Model - DFDV Treasury Accelerator Partnerships with Kraken, Pantera, Arrington, RK Capital, and Borderless Capital to Power Global Rollout BOCA RATON, FL — July 17, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”), the first public company with a treasury strategy built to accumulate and compo |
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| July 14, 2025 |
Exhibit 99.1 Forward - Looking Statements 2 This presentation has been prepared by DeFi Development Corp. (“DeFi”) (NASDAQ:DFDV) for informational purposes only and not for any other purpose. We have prepared this presentation solely to illustrate the businesses of DeFi, and it does not constitute an offer to sell, or a solicitation of an offer to buy, any securities of DeFi. Nothing contained in |
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| July 14, 2025 |
DeFi Development Corp. Sets 1.0 SPS Target by December 2028, Issues First Forward-Looking Guidance Exhibit 99.2 DeFi Development Corp. Sets 1.0 SPS Target by December 2028, Issues First Forward-Looking Guidance BOCA RATON, FL — July 14, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”), the first US public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today issued its first forward-looking guidance on SOL per Share (“SPS”), the Company’s primary pe |
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| July 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 9, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fil |
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| July 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 2, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fil |
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| July 8, 2025 |
DeFi Development Corp. Announces June 2025 Business Update Exhibit 99.1 DeFi Development Corp. Announces June 2025 Business Update BOCA RATON, FL — July 2, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company” or “DeFi Dev Corp.”), the first US public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today released its June 2025 Shareholder Letter and Business Update. To read the full update, please visit: https://def |
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| July 7, 2025 |
Form of Prepaid Forward Stock Purchase Confirmation Exhibit 10.1 To: DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, Florida 33487 Attention: [] E-mail: [] From: [Dealer] Re: Forward Stock Purchase Transaction Date: July 1, 2025 Dear Sir / Madam: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction entered into between [Dealer] (“Dealer”) and DeFi Development Corp. ( |
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| July 7, 2025 |
DeFi Development Corp. Announces Proposed Private Offering of $100 Million of Convertible Notes Exhibit 99.1 DeFi Development Corp. Announces Proposed Private Offering of $100 Million of Convertible Notes BOCA RATON, FL — July 1, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”), the first public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced that it intends to offer, subject to market conditions and other factors, $100 million ag |
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| July 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fil |
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| July 7, 2025 |
DeFi Development Corp. Announces Upsized $112.5 Million of Convertible Notes Exhibit 99.2 DeFi Development Corp. Announces Upsized $112.5 Million of Convertible Notes BOCA RATON, FL — July 2, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company” or “DeFi Dev Corp.”), the first public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced the pricing of its upsized private offering of $112.5 million aggregate principal amount |
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| July 7, 2025 |
Exhibit 4.1 Execution Version DEFI DEVELOPMENT CORP. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of July 7, 2025 5.50% Convertible Senior Notes due 2030 TABLE OF CONTENTS Page Article 1. Definitions; Rules of Construction 1 Section 1.01. Definitions. 1 Section 1.02. Other Definitions. 8 Section 1.03. Rules of Construction. 8 Article 2. The Notes 9 Section 2.01. |
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| June 24, 2025 |
DeFi Development Corp. Resale of up to 39,350,952 Shares of Common Stock Filing Pursuant to Rule 424(b)(3) Registration No. 333-288067 DeFi Development Corp. Resale of up to 39,350,952 Shares of Common Stock This prospectus relates to the potential offer and sale from time to time by RK Capital Management LLC and its affiliates identified in this prospectus (collectively, “RK Capital” or the “Selling Stockholder”) of up to 39,350,952 shares of common stock of DeFi Deve |
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| June 24, 2025 |
DeFi Development Corp. Up to 12,375,896 Shares of Common Stock Offered by Selling Stockholders Filing Pursuant to Rule 424(b)(3) Registration No. 333-287964 DeFi Development Corp. Up to 12,375,896 Shares of Common Stock Offered by Selling Stockholders This prospectus covers the offer and potential resale by certain selling stockholders (“Selling Stockholders”) identified herein of (i) 4,306,527 shares of our common stock, par value $0.00001 per share (“Common Stock”), issuable upon the conv |
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| June 23, 2025 |
DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, FL 33487 DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, FL 33487 June 23, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: DeFi Development Corp. Registration Statement on Form S-1 Filed June 11, 2025 File No. 333-287964 To whom it may concern: Pursuant to Rule 461(a) under the Securities Act of 1933, as amen |
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| June 23, 2025 |
As filed with the Securities and Exchange Commission on June 23, 2025 As filed with the Securities and Exchange Commission on June 23, 2025 Registration No. |
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| June 20, 2025 |
DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, FL 33487 DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, FL 33487 June 20, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: DeFi Development Corp. Registration Statement on Form S-1 Filed June 16, 2025 File No. 333-288067 To whom it may concern: Pursuant to Rule 461(a) under the Securities Act of 1933, as amen |
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| June 20, 2025 |
As filed with the Securities and Exchange Commission on June 20, 2025. As filed with the Securities and Exchange Commission on June 20, 2025. Registration No. 333-288067 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 7389 83-2676794 (State or other jurisdiction of incorporat |
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| June 18, 2025 |
June 18, 2025 John Han Chief Financial Officer DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, FL 33487 Re: DeFi Development Corp. Registration Statement on Form S-1 Filed June 11, 2025 File No. 333-287964 Dear John Han: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for accele |
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| June 18, 2025 |
June 18, 2025 John Han Chief Financial Officer DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, FL 33487 Re: DeFi Development Corp. Registration Statement on Form S-1 Filed June 16, 2025 File No. 333-288067 Dear John Han: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for accele |
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| June 16, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) DeFi Development Corp. |
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| June 16, 2025 |
As filed with the Securities and Exchange Commission on June 16, 2025. As filed with the Securities and Exchange Commission on June 16, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 7389 83-2676794 (State or other jurisdiction of incorporation or organization) (Pri |
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| June 12, 2025 |
Exhibit 10.1 Execution Version SHARE PURCHASE AGREEMENT This Share Purchase Agreement (the “Agreement”), dated as of June 11, 2025, is made by and between, RK Capital Management LLC, a Florida limited liability company, North Commerce Parkway Capital LP, a Delaware limited partnership, and TQ Master Fund LP, a partnership organized under the laws of the Cayman Islands and its affiliates (each, the |
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| June 12, 2025 |
Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of June 11, 2025 is made by and between RK Capital Management LLC, a Florida limited liability company, North Commerce Parkway Capital LP, a Delaware limited partnership, and TQ Master Fund LP, a partnership organized under the laws of the Cayman Islands (each, the “Investor” |
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| June 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fi |
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| June 12, 2025 |
DeFi Development Corp. Announces $5 Billion Equity Line of Credit Exhibit 99.1 DeFi Development Corp. Announces $5 Billion Equity Line of Credit BOCA RATON, FL — June 12, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company” or “DeFi Dev Corp.”), the first U.S. public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced it has entered into a share purchase agreement (the “ELOC”) with RK Capital Management LLC (“ |
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| June 11, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) DeFi Development Corp. |
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| June 11, 2025 |
DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, FL 33487 DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, FL 33487 June 11, 2025 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: DeFi Development Corp. Application for Withdrawal of Registration Statement on Form S-3 (File No. 333-286767) Ladies and Gentlemen: On April 25, 2025, DeFi Development Corp., a Delawar |
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| June 11, 2025 |
As filed with the Securities and Exchange Commission on June 11, 2025 As filed with the Securities and Exchange Commission on June 11, 2025 Registration No. |
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| June 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fil |
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| June 5, 2025 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of May 30, 2025 (this “Agreement”), is made and entered into by and between DeFi Development Corp., formerly Janover Inc. (the “Company”), and Bruce Rosenbloom (the “Employee” and together with the Company, the “Parties” and individually a “Party”). Capitalized terms used herein and not otherwise defined shall have the meanings |
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| June 3, 2025 |
Exhibit 99.1 DeFi Development Corp. Delivers Record Month with Key Integrations, Treasury Growth, and Institutional Partnerships BOCA RATON, FL — June 2, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company” or “DeFi Dev Corp.”), the first US public company with a treasury strategy built to accumulate and compound Solana (“SOL”), today announced a record-setting May 2025 highlighted by signi |
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| June 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 2, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fil |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement DeFi Development Corp. (Name of Registrant As Sp |
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| June 2, 2025 |
DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, Florida 33487 IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF OUR INFORMATION STATEMENT To our Stockholders: NOTICE IS HEREBY GIVEN that on May 20, 2025 (the “Record Date”), the holders of approximately 92.31% of the outstanding voting power (the “Majority Stockholders”) of DeFi Development Corp., a Delaware corporation (th |
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| May 23, 2025 |
May 23, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street N. |
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| May 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement DeFi Development Corp. (Name of Registrant As Sp |
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| May 21, 2025 |
As filed with the Securities and Exchange Commission on May 21, 2025 As filed with the Securities and Exchange Commission on May 21, 2025 Registration No. |
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| May 21, 2025 |
May 21, 2025 John (Fei) Han Chief Financial Officer DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, FL 33487 Re: DeFi Development Corp. Form 10-K for the Fiscal Year Ended December 31, 2024 File No. 001-41748 Dear John (Fei) Han: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their d |
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| May 21, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF DEFI DEVELOPMENT CORP. DeFi Development Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Amended Certificate of Incorpora |
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| May 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fil |
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| May 21, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) DeFi Development Corp. |
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| May 20, 2025 |
Exhibit 99.2 DeFi Development Corp. Introduces New Treasury Strategy Compensation Plan Tied to SOL Per Share (SPS) BOCA RATON, FL — May 14, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (the “Company”) the first public company with a treasury strategy built to accumulate and compound Solana (“SOL”), announced today that its Board of Directors has approved a new compensation framework for the Compan |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission Fil |
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| May 20, 2025 |
Exhibit 99.1 F O rward - L OO king Statements 2 Thiз preзentatiоn haз been prepared by DeFi Develоpment Cоrp. (“DeFi”) (NASDAQ:DFDV) fоr infоrmatiоnal purpозeз оnly and nоt fоr any оther purpозe. Thiз preзentatiоn iз highly cоnfidential and prоprietary tо DeFi and may nоt be reprоduced оr оtherwiзe diззeminated, in whоle оr in part, withоut the priоr written cоnзent оf DeFi. We have prepared thiз p |
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| May 16, 2025 |
May 16, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| May 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41748 DEFI DEV |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to COMMISSION FILE NUMBER 001-41748 DeFi DEVEL |
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| May 13, 2025 |
May 13, 2025 John (Fei) Han Chief Financial Officer DeFi Development Corp. 6401 Congress Avenue, Suite 250 Boca Raton, FL 33487 Re: DeFi Development Corp. Form 10-K for the Fiscal Year Ended December 31, 2024 File No. 001-41748 Dear John (Fei) Han: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. Please respond to this le |
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| May 9, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File |
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| May 9, 2025 |
DeFi Development Corp. Announces Seven-For-One Stock Split Exhibit 99.1 May 07, 2025 DeFi Development Corp. Announces Seven-For-One Stock Split BOCA RATON, FL — May 07, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (“DeFi Dev Corp” or the “Company”), or formally known as Janover Inc. (Nasdaq: JNVR), the leading public-market vehicle for Solana (“SOL”) accumulation, today announced that its Board of Directors has approved a 7-for-1 forward stock split of th |
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| May 6, 2025 |
Exhibit 1.2 Amendment to At The Market Offering Agreement May 2, 2025 R.F. Lafferty & Co., Inc. 40 Wall Street, 29th Floor New York, New York 10005 Ladies and Gentlemen: Reference is made to the At The Market Offering Agreement dated August 1, 2024 (the “Sales Agreement”) between Janover Inc., now Defi Development Corp. (the “Company”), and R.F. Lafferty & Co., Inc. (“Lafferty”) relating to the es |
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| May 6, 2025 |
Up to $50,000,000 DEFI DEVELOPMENT CORP. (f/k/a JANOVER INC.) Shares of Common Stock PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated August 27, 2024) Registration No. |
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| May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File |
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| May 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File |
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| May 5, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 1, 2025, is by and among DeFi Development Corp., a Delaware corporation (the “Company”), and the several Investors signatory hereto (individually as an “Holder” and collectively together with their respective permitted assigns, the “Holders”). RECITALS A. In connection with the Securit |
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| May 5, 2025 |
DeFi Dev Corp. Advances Solana Treasury Strategy with Validator Business Acquisition Exhibit 99.1 DeFi Dev Corp. Advances Solana Treasury Strategy with Validator Business Acquisition BOCA RATON, FL — May 5, 2025 — DeFi Development Corp. (Nasdaq: DFDV) (“DeFi Dev Corp” or the “Company”) the leading public-market vehicle for Solana (SOL) accumulation, today announced that it has entered into a definitive agreement to acquire a Solana validator business with an average delegated stak |
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| May 5, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 1, 2025, is by and between DeFi Development Corp., a Delaware corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, the “Investors” and together with the Company, the “Parties” and each a “Party”). RECITALS A |
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| May 5, 2025 |
Exhibit 10.1 INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (this “IP Assignment”), dated as of May 1, 2025, is entered into by and between Solsync Solutions Partnership, an Alaska general partnership (“Assignor”) and DeFi Development Corp., a Delaware corporation (“Assignee”). WHEREAS, Assignor and Assignee are parties to that certain Asset Purchase Agr |
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| May 5, 2025 |
Exhibit 99.1 DeFi Development Corp. Announces $24 Million Private Placement to Accelerate Solana Accumulation Strategy BOCA RATON, FL — May 1, 2025 — DeFi Development Corp. (Nasdaq: JNVR) (“DeFi Dev Corp” or the “Company”) today announces that it has entered into a securities purchase agreement for a private investment in public equity (“PIPE”) financing that is expected to result in gross proceed |
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| May 5, 2025 |
Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T |
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| May 5, 2025 |
Exhibit 10.2 Assignment and Assumption Agreement This Assignment and Assumption Agreement (this “Agreement”), effective as of May 1, 2025 (the “Effective Date”), is by and between Solsync Solutions Partnership, an Alaska general partnership (the “Seller”), and DeFi Development Corp., a Delaware corporation (“Buyer”). WHEREAS, Seller and Buyer have entered into that certain Asset Purchase Agreement |
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| May 5, 2025 |
Exhibit 2.1 ASSET PURCHASE AGREEMENT by and among SOLSYNC SOLUTIONS PARTNERSHIP PARKER WHITE and DEFI DEVELOPMENT CORP. dated as of May 1, 2025 TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE 1 Section 1.01 Sale of Assets. 1 Section 1.02 Liabilities. 2 Section 1.03 Purchase Price. 3 Section 1.04 Purchase Price Adjustments. Section 1.05 Allocation of Purchase Price. 3 ARTICLE II CLOSING 4 Section 2.0 |
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| April 25, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) DeFi Development Corp. |
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| April 25, 2025 |
As filed with the Securities and Exchange Commission on April 25, 2025 As filed with the Securities and Exchange Commission on April 25, 2025 Registration No. |
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| April 24, 2025 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission F |
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| April 24, 2025 |
Exhibit 16.1 April 24, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Dear Sir/Madam: We have read Item 4.01(a) of Form 8-K dated April 24, 2025, of DeFi Development Corp., formerly known as Janover Inc. and are in agreement with the statements contained therein concerning our firm. We have no basis to agree or disagree with other statements of the registrant conta |
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| April 23, 2025 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of April 14, 2025 (this “Agreement”), is made and entered into by and between Janover Inc., a Delaware corporation (the “Company”), and Fei Han (aka John Han) (the “Executive” and together with the Company, the “Parties” and individually a “Party”).Capitalized terms used herein and not otherwise defined shall have the meanings s |
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| April 23, 2025 |
Exhibit 99.2 April 23, 2025 DeFi Development Corporation Appoints John Han as Chief Financial Officer BOCA RATON, FL — April 23, 2025 — DeFi Development Corporation (Nasdaq: JNVR) (the “Company”) today announced the appointment of Fei “John” Han as Chief Financial Officer, as well as Dan Kang (“DK”) as Head of Investor Relations. The new appointments underscore the Company’s commitment to building |
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| April 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2025 DEFI DEVELOPMENT CORP. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission F |
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| April 23, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JANOVER INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Janover Inc. (hereinafter called the “Corporation”), organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows: FIRST: A re |
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| April 23, 2025 |
Exhibit 99.1 April 22, 2025 Janover Inc. Announces Corporate Name Change to DeFi Development Corporation BOCA RATON, FL — April 22, 2025 — Janover Inc. (Nasdaq: JNVR) today announced that it has officially changed its corporate name to DeFi Development Corporation, reflecting its evolution into a crypto treasury vehicle designed for public market investors. In connection with the name change, the |
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| April 23, 2025 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF DEFI DEVELOPMENT CORP. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the corporation in the State of Delaware is 3411 Silverside Road, Tatnall Building, # 104, City of Wilmington, County of New Castle, Delaware, Zip Code 19810 or in such other location as the Board of Directors of the corporation (the “ |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 9, 2025 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Number) |
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| April 15, 2025 |
Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of April 15, 2025 (this “Agreement”), is made and entered into by and between Janover Inc., a Delaware corporation (the “Company”), and Parker White (the “Executive” and together with the Company, the “Parties” and individually a “Party”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth |
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| April 15, 2025 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of April 15, 2025 (this “Agreement”), is made and entered into by and between Janover Inc., a Delaware corporation (the “Company”), and Joseph Onorati (the “Executive” and together with the Company, the “Parties” and individually a “Party”). Capitalized terms used herein and not otherwise defined shall have the meanings set fort |
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| April 15, 2025 |
Up to $14,913,764 JANOVER INC. Shares of Common Stock PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5) (To Prospectus dated August 27, 2024) Registration No. |
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| April 10, 2025 |
Exhibit 99.1 April 10, 2025 Janover Purchases Approximately $4.6 Million of Solana (SOL) as Part of New Treasury Strategy BOCA RATON, FL — April 10, 2025 — Janover Inc. (Nasdaq: JNVR) (“Janover” or the “Company”) announced today the purchase of approximately $4.6 million Solana (SOL) — the first execution under its newly adopted digital asset treasury strategy. The Company will begin staking its S |
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| April 10, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 10, 2025 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Number |
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| April 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2025 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Number) |
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| April 7, 2025 |
Exhibit 99.1 DeFi Devel O pment C O rp O rati O n F O rward - L OO king Statements Thiз preзentatiоn соntainз зtatementз that may be соnзidered fоrward - lооking зtatementз, зuсh aз management’з expeсtatiоnз regarding buзineзз planз, finanсial оbjeсtiveз and prоjeсtiоnз, earningз grоwth, finanсing planз, and prозpeсtз. Fоrward - lооking зtatementз are baзed оnly оn оur сurrent beliefз, expeсtatiоnз |
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| April 7, 2025 |
Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T |
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| April 7, 2025 |
Exhibit 4.3 CONFIDENTIAL JANOVER INC. Warrant To Purchase Common Stock Date of Issuance: April 6, 2025 (“Issuance Date”) Janover, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the |
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| April 7, 2025 |
Exhibit 99.3 Crypto Industry Leaders Acquire Majority Ownership of Janover Inc. New Leadership Eyes Solana Treasury Strategy April 7, 2025 – An all-former-Kraken team dedicated to bridging the liquidity gap between Traditional Finance (TradFi) and Decentralized Finance (DeFi) has acquired majority ownership in Janover Inc. (NASDAQ: JNVR) (“Janover” or the “Company”). The Board of Directors appoint |
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| April 7, 2025 |
Exhibit 4.2 CONFIDENTIAL JANOVER INC. Warrant To Purchase Common Stock Date of Issuance: April 6, 2025 (“Issuance Date”) Janover, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the |
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| April 7, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 6, 2025, is by and between Janover, Inc a Delaware corporation (the “Company”), and each investor identified on the signature pages hereto (each, including its successors and assigns, the “Investors” and together with the Company, the “Parties” and each a “Party”). RECITALS A. The Com |
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| April 7, 2025 |
Exhibit 99.2 New Janover Management Team Raises Approximately $42 Million to Enhance U.S. Public Market Digital Asset Treasury Strategy April 7, 2025 – Janover, Inc. (NASDAQ: JNVR) (the “Company”) announced today that it had raised approximately $42 million in an offering of convertible notes and warrants from Pantera Capital, Kraken, Arrington Capital, Protagonist, The Norstar Group, Third Party |
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| March 27, 2025 |
Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT JANOVER INC. Subsidiaries Wholly-Owned by Janover Inc. (“Company”) Entity Name State of Incorporation Groundbreaker Tech Inc. Delaware Janover Insurance Group Inc. Delaware |
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| March 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41748 JANOVER INC. (Exact name o |
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| March 27, 2025 |
Description of Registrant’s Capital Stock. Exhibit 4.4 DESCRIPTION OF CAPITAL STOCK General The following description summarizes the most important terms of our capital stock. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of the matters set forth in this “Description of Capital Stock,” you should refer to our amended and restated certificate of incorporation, |
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| March 13, 2025 |
Exhibit 99.1 Janover Inc. Reports Fourth Quarter and Full Year 2024 Financial Results with a 488% Increase in SaaS Revenue and 80% YoY Quarterly Growth Reports an 73% improvement in YoY quarterly cashflow from operations and a 194% increase in YoY ARR. BOCA RATON, FL - March 13, 2025 - Janover Inc. (Nasdaq: JNVR) (“Janover” or the “Company”), an AI-enabled platform connecting the commercial real e |
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| March 13, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2025 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Number |
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| December 30, 2024 |
Certificate of Amendment to Certificate of Incorporation of Janover Inc. Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF JANOVER INC. Janover Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. Pursuant to Section 242 of the DGCL, this Certificate of Amendment to the Amended Certificate of Incorporation (this “Certific |
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| December 30, 2024 |
Janover Announces 1-for-8 Reverse Stock Split as Part of Nasdaq Compliance Plan Exhibit 99.1 Janover Announces 1-for-8 Reverse Stock Split as Part of Nasdaq Compliance Plan Boca Raton, FL – December 26, 2024 – Janover Inc. (Nasdaq: JNVR) (“Janover” or the “Company”), an AI-enabled platform connecting the commercial real estate industry, today announced that it will effect a 1-for-8 reverse stock split of its common stock. The reverse stock split will become effective at 12:01 |
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| December 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 26, 2024 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Num |
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| December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 18, 2024 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Num |
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| December 20, 2024 |
Certificate of Amendment to Certificate of Incorporation of Janover Inc. EX-3.1 2 cm501ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 FORM OF CERTIFICATE OF AMENDMENT CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JANOVER INC. Janover Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter called the “Corporation”), does hereby certify that: 1. This Certificate of Amendment to Amended and Restated Certificate |
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| December 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement JANOVER INC. (Name of Registrant As |
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| November 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement JANOVER INC. (Name of Registrant As |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to COMMISSION FILE NUMBER 001-41748 JANOVE |
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| November 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material under § 240. |
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| October 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material under § 240. |
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| September 10, 2024 |
R.F. Lafferty & Co., Inc. 40 Wall Street, 29th Floor New York, NY 10005 September 10, 2024 R.F. Lafferty & Co., Inc. 40 Wall Street, 29th Floor New York, NY 10005 September 10, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Aisha Adegbuyi and Ms. Tonya Aldave Re: Janover Inc. Registration Statement on Form S-3 File No. 333-281185 Ladies and Gentlemen: In accordance with Rule 461 under the Se |
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| September 10, 2024 |
Janover Inc. 6401 Congress Avenue, Suite 250 Boca Raton, Florida 33487 Janover Inc. 6401 Congress Avenue, Suite 250 Boca Raton, Florida 33487 September 10, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Aisha Adegbuyi, and Ms. Tonya Aldave Re: Janover Inc.’s Request for Acceleration Registration Statement on Form S-3 File No. 333-281185 Ladies and Gentlemen: Pursuant to R |
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| August 27, 2024 |
As filed with the Securities and Exchange Commission on August 27, 2024 As filed with the Securities and Exchange Commission on August 27, 2024 Registration No. |
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| August 27, 2024 |
August 27, 2024 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| August 19, 2024 |
August 19, 2024 Blake Janover Chief Executive Officer Janover Inc. 6401 Congress Avenue, Suite 250 Boca Raton, FL 33487 Re: Janover Inc. Registration Statement on Form S-3 Filed August 1, 2024 File No. 333-281185 Dear Blake Janover: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statemen |
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| August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to COMMISSION FILE NUMBER 001-41748 JANOVER INC |
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| August 6, 2024 |
Consent of Independent Registered Public Accounting Firm EXHIBIT 11.1 Consent of Independent Registered Public Accounting Firm We consent to the use, in this Offering Statement on Form 1-A, of our report dated March 28, 2024, with respect to our audit on the consolidated financial statements of Janover, Inc. as of and for the years ended December 31, 2023 and 2022, which includes an explanatory paragraph regarding substantial doubt about its ability to |
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| August 6, 2024 |
Exhibit 12.1 August 6, 2024 Janover Inc. 6401 Congress Avenue, Suite 250 Boca Raton, Florida 33487 Attn: Board of Directors Re: Janover Inc. Offering Statement on Form 1-A Tier 2 best efforts offering of up to (I) 8,000,000 Shares of Common Stock and/or Pre-Funded Warrants to purchase up to 8,000,000 Shares of Common Stock (the “Company Shares”), and (II) 1,500,000 shares of common stock on behalf |
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| August 6, 2024 |
Exhibit 4.1 NOTICE TO INVESTORS THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK, SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. INVESTORS SHOULD FURTHER UNDERSTAND THAT THIS INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. THE SECURITIES OFFERED HEREBY HA |
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| August 6, 2024 |
Exhibit 1.1 PLACEMENT AGENCY AGREEMENT [·], 2024 R.F. Lafferty & Co., Inc. 40 Wall Street, 29th Floor New York, NY 10005 Ladies and Gentlemen: This letter agreement (this “Agreement”) constitutes the agreement between R.F. Lafferty & Co., Inc. (the “Placement Agent”) and Janover Inc., a company incorporated under the law of the State of Delaware (the “Company”), pursuant to which the Placement Age |
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| August 6, 2024 |
PRELIMINARY OFFERING CIRCULAR DATED AUGUST 6, 2024 PRELIMINARY OFFERING CIRCULAR DATED AUGUST 6, 2024 An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. |
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| August 6, 2024 |
FORM OF PRE-FUNDED WARRANT JANOVER INC. Exhibit 3.1 FORM OF PRE-FUNDED WARRANT JANOVER INC. Warrant Shares: [●] Initial Exercise Date: [●], 2024 THIS PREFUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial E |
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| August 1, 2024 |
As filed with the Securities and Exchange Commission on August 1, 2024 As filed with the Securities and Exchange Commission on August 1, 2024 Registration No. |
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| August 1, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Janover Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity |
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| August 1, 2024 |
Form of Subordinated Indenture. Exhibit 4.3 JANOVER INC. as the Company and as Trustee Subordinated Indenture Dated as of , 20 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 5 Section 1.03. Incorporation by Reference of Trust Indenture Act 5 Section 1.04. Rules of Construction 6 ARTICLE 2 THE SECURITIES 6 Section 2.01. Form and Dating 6 Se |
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| August 1, 2024 |
Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT August 1, 2024 R.F. Lafferty & Co., Inc. 40 Wall Street, 29th Floor New York, New York 10005 Ladies and Gentlemen: Janover Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with R.F. Lafferty & Co., Inc. (the “Manager”) as follows: 1. Definitions. The terms that follow, when used in this |
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| August 1, 2024 |
Exhibit 4.2 JANOVER INC. as the Company and as Trustee Senior Indenture Dated as of , 20 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Definitions 1 Section 1.02. Other Definitions 5 Section 1.03. Incorporation by Reference of Trust Indenture Act 5 Section 1.04. Rules of Construction 6 ARTICLE 2 THE SECURITIES 6 Section 2.01. Form and Dating 6 Section |
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| July 19, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 16, 2024 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Number) |
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| July 2, 2024 |
CONFIDENTIAL TREATMENT REQUESTED BY JANOVER INC. PURSUANT TO 17 C.F.R. Section 200.83 The registrant is submitting this draft offering statement for non-public review pursuant to Rule 252(d) of Regulation A under the Securities Act of 1933, as amended. PRELIMINARY OFFERING CIRCULAR DATED [ ], 2024 An offering statement pursuant to Regulation A relating to these securities has been filed with the S |
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| May 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2024 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Number) |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to COMMISSION FILE NUMBER 001-41748 JANOVER IN |
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| May 14, 2024 |
Exhibit 99.1 Janover Reports First Quarter 2024 Financial Results and Provides Business Update Achieves 17% Sequential Increase in Revenue for Q1 2024 Compared to Q4 2023 18% of the Total Revenue Consisted of Recurring Revenue Quarterly Revenue Per Transaction Increased 10% Boca Raton, FL – May 14, 2024 – Janover Inc. (Nasdaq: JNVR) (“Janover” or the “Company”), an AI-enabled platform for commerci |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended December 31, 2023 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41748 JANOVER INC. (Exact name o |
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| March 28, 2024 |
Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT JANOVER INC. Subsidiaries Wholly-Owned by Janover Inc. (“Company”) Entity Name State of Incorporation Groundbreaker Tech Inc. Delaware Janover Insurance Group Inc. Delaware |
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| March 28, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2024 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Number |
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| March 28, 2024 |
Exhibit 19.1 JANOVER INC. Amended and Restated Insider Trading Policy Adopted and Effective as of September 1, 2023 This Amended and Restated Insider Trading Policy amends, restates and replaces the Company’s previous policy. THIS memorandum sets forth the policy of Janover Inc. and its subsidiaries (collectively, the “Company”) regarding trading in the Company’s securities as described below and |
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| March 28, 2024 |
Exhibit 99.1 Janover Reports Fiscal 2023 Financial Results and Provides Business Update Reports 54% Increase in Revenue Per Transaction in 2023 Revenue from Small Business Transactions Grows More Than 100% for Second Consecutive Year Boca Raton, FL – March 28, 2024 – Janover Inc. (Nasdaq: JNVR) (“Janover” or the “Company”), an AI-enabled platform for commercial real estate transactions, today prov |
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| February 15, 2024 |
Exhibit 99.1 A S S EE N IN Nasdaq JNVR The AI Platform for the $1T+ Commercial Transactions Market Disclaimer Forward - Looking Statements This communication includes forward - looking statements based on the Company's current expectations and projections about future events . All statements contained in this communication other than statements of historical fact, including any statements regardin |
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| February 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2024 JANOVER INC. (Exact name of registrant as specified in its charter) Delaware 001-41748 83-2676794 (State or other jurisdiction of Incorporation) (Commission File Num |
